Common use of Amendments to Second Lien Documents Clause in Contracts

Amendments to Second Lien Documents. Prior to the Discharge of Priority Lien Obligations, without the prior written consent of the Priority Lien Agent, no Second Lien Document may be amended, supplemented, restated or otherwise modified and/or refinanced or entered into to the extent such amendment, supplement, restatement or modification and/or refinancing, or the terms of any new Second Lien Document, would (i) require the payment of interest or fees in cash (other than (A) the payments with the proceeds of any such new Second Lien Loan Document and (B) the payment of an agency fee in an amount consistent with then market terms), (ii) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents; provided, however, that an increase in the amount of secured obligations owing under the Second Lien Documents (including, without limitation, an increase in the amount of interest or fees to be paid in kind thereunder and the making of the payments contemplated by clauses (i)(A) and (B) above)) shall not be deemed in and of itself to adversely affect the Priority Lien Secured Parties’ lien priority rights or right to receive payment pursuant to the Priority Lien Documents, (iii) except as otherwise provided for in this Agreement, add any Liens securing the Collateral granted under the Second Lien Security Documents, (iv) confer any additional rights on the Second Lien Agent or any other Second Lien Secured Party in a manner adverse to the rights of Priority Lien Secured Parties under the Priority Lien Documents, or (v) contravene the provisions of this Agreement or the Priority Lien Documents.

Amendments to Second Lien Documents. Prior to Until the Discharge of Priority First Lien ObligationsObligations has occurred, and notwithstanding anything to the contrary contained in the Second Lien Documents, the Second Lien Creditors shall not, without the prior written consent of the Priority First Lien Agent, no Second Lien Document may be amendedamend, supplemented, restated or otherwise modified and/or refinanced or entered into to the extent such amendmentrestate, supplement, restatement modify, substitute, renew or modification and/or refinancingRefinance any or all of the Second Lien Documents to (a) directly or indirectly increase the applicable interest rates in respect of the Second Lien Obligations (excluding, without limitation, fluctuations in underlying rate indices and imposition of a default rate of 2% per annum) by more than 300 basis points per annum, (b) shorten the maturity or weighted average life to maturity of the Second Lien Obligations, require that any payment on the Second Lien Obligations be made earlier than the date originally scheduled for such payment or that any commitment expire any earlier than the date originally scheduled therefor, or add or make more restrictive any mandatory prepayment, redemption, repurchase, sinking fund or similar requirement, provided that the terms prior written consent of the First Lien Agent shall not be required with respect to any modification which shortens the maturity of the Second Lien Obligations upon the effectiveness of any new Second change made to shorten the maturity of the First Lien Document, would (i) require the payment of interest or fees in cash (other than (A) the payments with the proceeds of any such new Second Lien Loan Document and (B) the payment of Obligations by an agency fee in an amount consistent with then market terms)equivalent period, (iic) adversely affect the lien priority rights add or modify in a manner adverse to any Obligor or any First Lien Creditor any covenant, agreement or event of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents; provided, however, that an increase in the amount of secured obligations owing default under the Second Lien Documents (including, without limitation, an increase in the amount of interest or fees to be paid in kind thereunder and the making of the payments contemplated by clauses (i)(A) and (B) above)) shall not be deemed in and of itself to adversely affect the Priority Lien Secured Parties’ lien priority rights or right to receive payment pursuant except to the Priority extent necessary to conform to changes made to the First Lien Documents, excluding changes related to the first priority status of the First Lien Obligations and subject to the preservation of cushions on financial covenant levels and dollar amounts consistent with those contained in the First Lien Documents in effect prior to such addition or modification), (iiid) restrict the amendment of the First Lien Documents except as otherwise provided for set forth in this Agreement, add any Liens securing Section 4.1 or (e) increase the Collateral granted under principal amount of the Second Lien Security DocumentsObligations (other than, subject to clause (iva) confer any additional rights on the Second Lien Agent above, as a result of interest thereon having been paid in-kind or any other Second Lien Secured Party in a manner adverse to the rights of Priority Lien Secured Parties under the Priority Lien Documents, or (v) contravene the provisions of this Agreement or the Priority Lien Documentscapitalized).

Amendments to Second Lien Documents. Prior to the Discharge of Priority Lien Obligations, without the prior written consent of the Priority Lien Agent, no (a) The Second Lien Document Documents, other than this Agreement, representing any Series of Second Lien Obligations may be amended, supplementedamended and restated, restated supplemented or otherwise modified and/or refinanced or entered into to in accordance with their terms and any Series of Second Lien Obligations may be Refinanced, in each case without the extent such amendment, supplement, restatement or modification and/or refinancing, or the terms consent of any new Second Lien Document, would (i) require the payment of interest Agent or fees in cash (other than (A) the payments with the proceeds any Second Lien Claimholder of any such new other Series of Second Lien Loan Document and (B) the payment of an agency fee in an amount consistent with then market terms), (ii) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien DocumentsObligations; provided, however, that an increase the holders of such Refinancing debt bind themselves in the amount of secured obligations owing under a writing addressed to the Second Lien Documents (including, without limitation, an increase in the amount of interest or fees to be paid in kind thereunder Agents and the making of the payments contemplated by clauses (i)(A) and (B) above)) shall not be deemed in and of itself to adversely affect the Priority Second Lien Secured Parties’ lien priority rights or right to receive payment pursuant Claimholders to the Priority terms of this Agreement. (b) To the extent, and only to the extent, permitted by this Agreement and the other Second Lien Documents, CIT, the other Issuers and the Subsidiary Guarantors may from time to time incur, issue or sell one or more series or classes of additional Second Lien Obligations (iiithe “Additional Second Lien Debt”). The Additional Second Lien Debt and any guaranties delivered by CIT or the Subsidiary Guarantors in connection therewith (the “Additional Second Lien Guaranties”) except as otherwise may be secured by the Second Lien Collateral Documents; provided for that the administrative agent and the collateral agent or similar agents (the “Authorized Representatives”) in respect of the Additional Second Lien Debt shall deliver a Joinder Agreement to become parties to this Agreement, add any Liens securing and shall become parties to the Collateral granted under other Second Lien Documents, each in accordance with its terms. This Agreement may be amended from time to time pursuant to one or more Joinder Agreements upon prior notice to but without the consent of the Second Lien Security Documents, (iv) confer any additional rights on Agents or the Second Lien Agent or Claimholders to add the Authorized Representatives of any other applicable Additional Second Lien Secured Party in a manner adverse to the rights of Priority Lien Secured Parties under the Priority Lien Documents, or (v) contravene the provisions of this Agreement or the Priority Lien DocumentsDebt.

Amendments to Second Lien Documents. Prior to the Discharge of Priority Lien Obligations, without (a) Without the prior written consent of the Priority First Lien Agent, no Second Lien Document may be amended, supplemented, restated supplemented or otherwise modified and/or refinanced or entered into to the extent such amendment, supplement, restatement supplement or modification and/or refinancingmodification, or the terms of any new Second Lien Document, would (i) require the payment of interest be prohibited by or fees in cash (other than (A) the payments with the proceeds contravention of any such new of the terms of the First Lien Documents. Each Second Lien Loan Document Agent, on behalf of itself and (B) the payment of an agency fee in an amount consistent with then market terms), (ii) adversely affect the lien priority rights of the Priority other Second Lien Secured Parties for which it acts, agrees that each Second Lien Document that is a security agreement shall include the following language (or language to similar effect approved by the First Lien Agent): “Notwithstanding anything herein to the contrary, the lien and security interest granted to the Second Lien Agent pursuant to this Agreement and the exercise of any right or remedy by Second Lien Agent hereunder are subject to the provisions of the Intercreditor Agreement, dated as of December 9, 2009 (as amended, supplemented or otherwise modified from time to time, the “Intercreditor Agreement”), among UBS AG, Stamford Branch, as First Lien Agent, U.S. Bank National Association, as Original Second Lien Agent and Second Lien Collateral Agent, any Additional Second Lien Agent, and the Grantors party thereto. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement, the terms of the Intercreditor Agreement shall govern.” (b) In the event that the First Lien Agent or First Lien Secured Parties enter into any amendment, waiver or consent in respect of or replaces any of the First Lien Documents relating to the Second Lien Collateral for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Document relating to the Second Lien Collateral or changing in any manner the rights of the Priority First Lien Secured Parties Agent, Norcraft or any other Grantor thereunder, then such amendment, waiver or consent shall apply automatically to receive payments owing pursuant any comparable provision of each comparable Second Lien Document relating to the Priority Lien Documents; provided, however, that an increase in the amount of secured obligations owing under the Second Lien Documents (including, Collateral without limitation, an increase in the amount consent of interest or fees to be paid in kind thereunder and the making of the payments contemplated by clauses (i)(A) and (B) above)) shall not be deemed in and of itself to adversely affect the Priority Lien Secured Parties’ lien priority rights or right to receive payment pursuant to the Priority Lien Documents, (iii) except as otherwise provided for in this Agreement, add any Liens securing the Collateral granted under the Second Lien Security Documents, (iv) confer any additional rights on the Second Lien Agent or any other Second Lien Secured Party in a manner adverse to and without action by any Second Lien Agent, Norcraft or any other Grantor; provided, however, that that (i) such amendment, waiver or consent does not materially adversely affect the rights or interests of Priority the Second Lien Secured Parties under in the Priority Second Lien DocumentsCollateral and not the First Lien Secured Parties in a like or similar manner and (ii) written notice of such amendment, waiver or (v) contravene consent shall have been given to the provisions Second Lien Collateral Agent promptly after the effectiveness of this Agreement such amendment, waiver or the Priority Lien Documentsconsent.

Amendments to Second Lien Documents. Prior Until the First Lien Obligations have been Paid in Full, and notwithstanding anything to the Discharge of Priority contrary contained in the Second Lien ObligationsDocuments, the Second Lien Creditors shall not, without the prior written consent of the Priority First Lien AgentAgents, no agree to any amendment, modification or supplement to the Second Lien Document may be amended, supplemented, restated or otherwise modified and/or refinanced or entered into to the extent such amendment, supplement, restatement or modification and/or refinancing, or the terms of any new Second Lien Document, would Documents that would: (i) require the payment of interest or fees result in cash (other than (A) the payments with the proceeds of any such new Second Lien Loan Document and (B) the payment of an agency fee in an amount consistent with then market terms), (ii) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents; provided, however, that an increase in the interest rates in respect of the Second Lien Loan Obligations by more than 3% per annum above the rates in effect on the date hereof (excluding (x) fluctuations in underlying rate indices and pricing grids and (y) the imposition of a 2% per annum default rate); (ii) shorten the maturity of the Second Lien Obligations or provide for any scheduled amortization of the principal balance of the Second Lien Obligations prior to the maturity date thereof; (iii) increase the principal amount of secured obligations owing the Second Lien Obligations in excess of the maximum amount permitted under the First Lien Documents; or (iv) add or make more restrictive the covenants, agreements, or events of default under the Second Lien Loan Documents (includingas in effect on the date hereof, without limitation, an increase except that the Second Lien Creditors may amend or modify the Second Lien Loan Documents to modify or add covenants or defaults to the extent the corresponding provisions of the First Lien Documents have been amended or modified with appropriate differences in covenant and default levels and thresholds consistent with the covenants and defaults in the amount First Lien Documents. Each Second Lien Agent, for itself and on behalf of each Second Lien Creditor, agrees that each Second Lien Collateral Document shall include the following language (or language to similar effect reasonably approved by each First Lien Agent and Second Lien Agent): “Notwithstanding anything herein to the contrary, the security interest or fees granted to be paid in kind thereunder the [Second Lien Collateral Agent] pursuant to this Agreement and the making exercise of any right or remedy by the [Second Lien Collateral Agent] hereunder are subject to the provisions of the payments contemplated by clauses (i)(A) First Lien/Second Lien Intercreditor Agreement. In the event of any conflict among the terms of the First Lien/Second Lien Intercreditor Agreement and (B) above)) shall not be deemed in and the terms of itself to adversely affect the Priority Lien Secured Parties’ lien priority rights or right to receive payment pursuant to the Priority Lien Documents, (iii) except as otherwise provided for in this Agreement, add any Liens securing the Collateral granted under terms of the First Lien/Second Lien Security Documents, (iv) confer any additional rights on the Second Lien Agent or any other Second Lien Secured Party in a manner adverse to the rights of Priority Lien Secured Parties under the Priority Lien Documents, or (v) contravene the provisions of this Intercreditor Agreement or the Priority Lien Documentsshall govern and control.”

Amendments to Second Lien Documents. Prior Until the First Lien Termination Date has occurred, and notwithstanding anything to the Discharge of Priority contrary contained in the Second Lien ObligationsDocuments, the Second Lien Creditors shall not, without the prior written consent of the Priority First Lien AgentAgents, no Second Lien Document may be amendedagree to any amendment, supplementedrestatement, restated or otherwise modified and/or refinanced or entered into to the extent such amendmentmodification, supplement, restatement substitution, renewal or modification and/or refinancing, replacement of or to any or all of the terms of any new Second Lien Document, Documents that (a) would (i) require the payment of interest directly or fees indirectly result in cash (other than (A) the payments with the proceeds of any such new Second Lien Loan Document and (B) the payment of an agency fee in an amount consistent with then market terms), (ii) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents; provided, however, that an increase in the amount interest rates in respect of secured obligations owing the Second Lien Obligations (excluding, without limitation, fluctuations in underlying rate indices and imposition of a default rate of 2% per annum) by more than 3.0% per annum, (b) shorten the maturity or weighted average life to maturity of the Second Lien Obligations or require that any payment on the Second Lien Obligations be made earlier than the date originally scheduled for such payment or that any commitment expire any earlier than the date originally scheduled therefor, (c) add or modify in a manner adverse to any Obligor or any First Lien Creditor any covenant, agreement or event of default under the Second Lien Documents (includingprovided, without limitationthat, an if the First Lien Documents are amended or otherwise modified to provide for additional covenants or events of default, or to make more restrictive or onerous any existing covenants or events of default applicable to the Obligors, then the Second Lien Documents may be similarly amended or modified to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each case, any cushion or step-back between the First Lien Documents and the Second Lien Documents is maintained in connection therewith (or otherwise is consistent with the approach currently in effect), and provided that no such amendment to the Second Lien Documents shall have the effect of making any such event of default or covenant more restrictive than those set forth in the First Lien Documents, as so amended or otherwise modified) or (d) increase in the amount of interest or fees to be paid in kind thereunder and the making of the payments contemplated by clauses (i)(A) and (B) above)) shall not be deemed in and of itself to adversely affect the Priority Lien Secured Parties’ lien priority rights or right to receive payment pursuant to the Priority Lien Documents, (iii) except as otherwise provided for in this Agreement, add any Liens securing the Collateral granted under the Second Lien Security Documents, (iv) confer any additional rights on the Second Lien Agent or any other Second Lien Secured Party in a manner adverse to the rights of Priority Lien Secured Parties under the Priority Lien Documents, or (v) contravene the provisions of this Agreement or the Priority Lien DocumentsObligations.

Amendments to Second Lien Documents. Prior Until the First Lien Termination Date has occurred, and notwithstanding anything to the Discharge of Priority contrary contained in the Second Lien ObligationsDocuments, the Second Lien Creditors shall not, without the prior written consent of the Priority First Lien Agent, no Second Lien Document may be amendedagree to any amendment, supplementedrestatement, restated or otherwise modified and/or refinanced or entered into to the extent such amendmentmodification, supplement, restatement substitution, renewal or modification and/or refinancing, replacement of or to any or all of the terms of any new Indenture or related Second Lien Document, Documents that (a) would (i) require the payment of interest directly or fees indirectly result in cash (other than (A) the payments with the proceeds of any such new Second Lien Loan Document and (B) the payment of an agency fee in an amount consistent with then market terms), (ii) adversely affect the lien priority rights of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents; provided, however, that an increase in the amount interest rates in respect of secured obligations owing under the Second Lien Documents Obligations arising thereunder (includingexcluding, without limitation, an increase fluctuations in the amount underlying rate indices and imposition of interest or fees to be paid in kind thereunder and the making a default rate of the payments contemplated 2% per annum) by clauses (i)(A) and (B) above)) shall not be deemed in and of itself to adversely affect the Priority Lien Secured Parties’ lien priority rights or right to receive payment pursuant to the Priority Lien Documentsmore than 3.0% per annum, (iiib) except as otherwise provided for in this Agreement, add any Liens securing shorten the Collateral granted under maturity or weighted average life to maturity of the Second Lien Security Documents, (iv) confer Obligations arising thereunder or require that any additional rights payment on the Second Lien Agent Obligations arising thereunder be made earlier than the date originally scheduled for such payment or that any other Second Lien Secured Party commitment expire any earlier than the date originally scheduled therefor, (c) add or modify in a manner adverse to any Obligor or any First Lien Creditor any covenant, agreement or event of default under such Second Lien Documents or (d) increase the rights principal amount of Priority the Second Lien Secured Parties under Obligations arising thereunder. Notwithstanding the Priority foregoing, in the event of an amendment or modification of an affirmative covenant, negative covenant or financial covenant contained in the First Lien Loan Agreement, the Indenture or other applicable related Second Lien Document may, at the election of the Second Lien Creditors, be amended in a manner that is substantively identical to the corresponding amendment to comparable provisions of the First Lien Loan Agreement and that maintains an equivalent proportionate difference between dollar amounts or ratios, as the case may be, in the relevant provisions of the Indenture or other applicable related Second Lien Document and those in the corresponding provisions in the First Lien Loan Agreement, to the extent of such proportionate difference between such Documents as in effect on the date hereof. Until the First Lien Termination Date has occurred, and notwithstanding anything to the contrary contained in the Second Lien Documents, or the Second Lien Creditors a party to the Second Lien Documents related to any other Series of Second Lien Obligations (v) contravene i.e., other than the provisions Series of this Agreement or Second Lien Obligations under the Priority Indenture and related Second Lien Documents) shall not, without the prior written consent of the First Lien Agent, agree to any amendment, restatement, modification, supplement, substitution, renewal or replacement of or to any or all of the Second Lien Documents related to such other Series of Second Lien Obligations in any manner that would be prohibited by the other Documents.

Amendments to Second Lien Documents. Prior Until the First Lien Termination Date has occurred, and notwithstanding anything to the Discharge of Priority contrary contained in the Second Lien ObligationsDocuments, the Second Lien Creditors shall not, without the prior written consent of the Priority First Lien AgentAgents, no Second Lien Document may be amendedagree to any amendment, supplementedrestatement, restated or otherwise modified and/or refinanced or entered into to the extent such amendmentmodification, supplement, restatement substitution, renewal or modification and/or refinancing, replacement of or to any or all of the terms of any new Second Lien Document, would Documents that (ia) require from and after the payment of interest or fees First Amendment Effective Date (after giving effect to the amendments set forth in cash (other than (A) the payments with the proceeds of any such new Fourth Amendment to Second Lien Loan Document and (B) the payment of an agency fee in an amount consistent with then market termsAgreement), (ii) adversely affect the lien priority rights of the Priority Lien Secured Parties would directly or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents; provided, however, that indirectly result in an increase in the amount interest rates in respect of secured obligations owing under the Second Lien Documents Obligations (excluding, without limitation, fluctuations in underlying rate indices and imposition of a default rate of 2% per annum, but including, without limitation, an any increase in the amount of interest interests rates attributable to fixing a floor, minimum rate or fees to be paid in kind thereunder and the making of the payments contemplated by clauses (i)(A) and (B) abovesimilar changes)) shall not be deemed in and of itself to adversely affect the Priority Lien Secured Parties’ lien priority rights or right to receive payment pursuant to the Priority Lien Documents, (iiib) except as otherwise provided for in this Agreement, add any Liens securing shorten the Collateral granted under maturity or weighted average life to maturity of the Second Lien Security Documents, (iv) confer Obligations or require that any additional rights payment on the Second Lien Agent Obligations or require that any other payment on the Second Lien Secured Party Obligations be made earlier than the date originally scheduled for such payment or that any commitment expire any earlier than the date originally schedule therefore, (c) except as set forth in the Fourth Amendment to Second Lien Credit Agreement, add or modify in a manner adverse to the rights any Obligor or any First Lien Creditor any covenant, agreement or event of Priority Lien Secured Parties default under the Priority Second Lien Loan Documents (provided, that, if the First Lien Documents are amended or otherwise modified to provide for additional covenants or events of default or to make more restrictive or onerous any existing covenants or events of default applicable to the Obligors, then the Second Lien Documents may be similarly amended or modified to provide for such additional covenants or events of default or such more restrictive covenants or events of default, as the case may be, so long as, in each case, any cushion or step-back between the First Lien Documents and the Second Lien Documents is maintained in connection therewith (or otherwise is consistent with the approach currently in effect), and provided that no such amendment to the Second Lien Documents shall have the effect of making any such event of default or covenant more restrictive than those set forth in the First Lien Documents, as so amended or otherwise modified) or (vd) contravene increase the provisions amount of this Agreement or the Priority Second Lien DocumentsObligations in excess of the Maximum Second Lien Principal Amount.”

Amendments to Second Lien Documents. Prior to Until the Discharge of Priority First Lien ObligationsObligations has occurred, and notwithstanding anything to the contrary contained in the Second Lien Documents, the Second Lien Creditors shall not, without the prior written consent of the Priority First Lien Agent, no Second Lien Document may be amendedamend, supplemented, restated or otherwise modified and/or refinanced or entered into to the extent such amendmentrestate, supplement, restatement modify, substitute, renew or modification and/or refinancingRefinance any or all of the Second Lien Documents to (a) directly or indirectly increase the applicable interest rates in respect of the Second Lien Obligations (excluding, without limitation, fluctuations in underlying rate indices and imposition of a default rate of 2.0% per annum) by more than 3.0% per annum, (b) shorten the maturity or weighted average life to maturity of the Second Lien Obligations, require that any payment on the Second Lien Obligations be made earlier than the date originally scheduled for such payment or that any commitment expire any earlier than the date originally scheduled therefor, or the terms of add or make more restrictive any new Second Lien Documentmandatory prepayment, would (i) require the payment of interest redemption, repurchase, sinking fund or fees in cash (other than (A) the payments with the proceeds of any such new Second Lien Loan Document and (B) the payment of an agency fee in an amount consistent with then market terms)similar requirement, (iic) adversely affect the lien priority rights add or modify in a manner adverse in any material respect to any Obligor or any First Lien Creditor any covenant, agreement or event of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents; provided, however, that an increase in the amount of secured obligations owing default under the Second Lien Documents (including, without limitation, an increase in the amount of interest or fees to be paid in kind thereunder and the making of the payments contemplated by clauses (i)(A) and (B) above)) shall not be deemed in and of itself to adversely affect the Priority Lien Secured Parties’ lien priority rights or right to receive payment pursuant except to the Priority extent necessary to conform to changes made to the First Lien Documents, excluding changes related to the first priority status of the First Lien Obligations and subject to the preservation of cushions on financial covenant levels and dollar amounts consistent with those contained in the First Lien Documents in effect prior to such addition or modification), (iiid) restrict the amendment of the First Lien Documents except as otherwise provided for set forth in this AgreementSection 4.1, add any Liens securing (e) increase the Collateral granted under principal amount of the Second Lien Security DocumentsObligations in excess of the Maximum Second Lien Principal Amount (other than, subject to clause (a) above, as a result of interest thereon having been paid in-kind or capitalized), (ivf) confer any additional rights on amend or modify (directly or indirectly) the provisions of Section 1.3(b)(i) or Section 1.3(b)(ii) of the Second Lien Agent Loan Agreement (or any of the defined terms used directly or indirectly therein) in a manner which permits the payment of cash interest with respect to the Second Lien Loans or any other Second Lien Secured Party Obligations on any date which is not an Interest Payment Date that constitutes a Payment Reinstatement Date (as such term is defined in a the Second Lien Loan Agreement), or (g) amend or modify (directly or indirectly) the definition of Payment Reinstatement Date (as defined in the Second Lien Loan Agreement) in manner adverse to the rights of Priority any First Lien Secured Parties under the Priority Lien Documents, or (v) contravene the provisions of this Agreement or the Priority Lien DocumentsCreditor.

Amendments to Second Lien Documents. Prior to Until the Discharge of Priority First Lien ObligationsObligations has occurred, and notwithstanding anything to the contrary contained in the Second Lien Documents, the Second Lien Creditor shall not, without the prior written consent of the Priority First Lien Agent, no Second Lien Document may be amendedamend, supplemented, restated or otherwise modified and/or refinanced or entered into to the extent such amendmentrestate, supplement, restatement modify, substitute, renew or modification and/or refinancingRefinance any or all of the Second Lien Documents to (a) directly or indirectly increase the applicable interest rates in respect of the Second Lien Obligations (excluding, without limitation, fluctuations in underlying rate indices and imposition of a default rate of 2% per annum) by more than 300 basis points per annum, (b) shorten the maturity or weighted average life to maturity of the Second Lien Obligations, require that any payment on the Second Lien Obligations be made earlier than the date originally scheduled for such payment or that any commitment expire any earlier than the date originally scheduled therefor, or add or make more restrictive any mandatory prepayment, redemption, repurchase, sinking fund or similar requirement, provided that the terms prior written consent of the First Lien Agent shall not be required with respect to any modification which shortens the maturity of the Second Lien Obligations upon the effectiveness of any new Second change made to shorten the maturity of the First Lien Document, would (i) require the payment of interest or fees in cash (other than (A) the payments with the proceeds of any such new Second Lien Loan Document and (B) the payment of Obligations by an agency fee in an amount consistent with then market terms)equivalent period, (iic) adversely affect the lien priority rights add or modify in a manner adverse to any Obligor or any First Lien Creditor any covenant, agreement or event of the Priority Lien Secured Parties or the rights of the Priority Lien Secured Parties to receive payments owing pursuant to the Priority Lien Documents; provided, however, that an increase in the amount of secured obligations owing default under the Second Lien Documents (including, without limitation, an increase in the amount of interest or fees to be paid in kind thereunder and the making of the payments contemplated by clauses (i)(A) and (B) above)) shall not be deemed in and of itself to adversely affect the Priority Lien Secured Parties’ lien priority rights or right to receive payment pursuant except to the Priority extent necessary to conform to changes made to the First Lien Documents, excluding changes related to the first priority status of the First Lien Obligations), (iiid) restrict the amendment of the First Lien Documents except as otherwise provided for set forth in this Agreement, add any Liens securing Section 4.1 or (e) increase the Collateral granted under principal amount of the Second Lien Security DocumentsObligations (other than, subject to clause (iva) confer any additional rights on the Second Lien Agent above, as a result of interest thereon having been paid in-kind or any other Second Lien Secured Party in a manner adverse to the rights of Priority Lien Secured Parties under the Priority Lien Documents, or (v) contravene the provisions of this Agreement or the Priority Lien Documentscapitalized).